DEF 14A of Rekor Systems, Inc.
Filed Mar 31, 20250001140361-25-011324
PROPOSAL NO. 1 ELECTION OF DIRECTORS
PROPOSAL NO. 1 ELECTION OF DIRECTORS Our Board currently consists of nine members. The Corporate Governance and Nominations Committee and Board have unanimously approved the recommended slate of nine directors. The following table shows the Company’s nominees for election to the Board. Each nominee, if elected, will serve until the next Annual Meeting of Stockholders and until a successor is named and qualified, or until his earlier resignation or removal. All nominees are members of the current Board of Directors. We have no reason to believe that any of the nominees is unable or will decline to serve as a director if elected. Unless otherwise indicated by the stockholder, the accompanying proxy will be voted for the election of the nine persons named under the heading “Nominees for Directors.” Although the Company knows of no reason why any nominee could not serve as a director, if any nominee shall be unable to serve, the accompanying proxy will be voted for a substitute nominee.
Nominees for Director
Nominees for Director
Nominees for Director
| Name of Nominee | Age | Position | Director Since | | Robert A. Berman | 65 | Interim President and Chief Executive Officer, and Chairman of the Board | 2016 | | Paul A. de Bary | 78 | Lead Director | 2017 | | Glenn Goord | 73 | Director | 2016 | | David Hanlon | 79 | Director | 2018 | | Steven D. Croxton | 63 | Director | 2019 | | Sanjay Emani Sarma | 57 | Director | 2023 | | Timothy Davenport | 49 | Director | 2023 | | Andrew Meyers | 56 | Director | 2024 | | Viraj Mehta | 43 | Director | 2024 |
Nominees for Director
The Governance and Nominations Committee and the Board seek, and the Board is comprised of, individuals whose characteristics, skills, expertise, and experience complement those of other Board members. We have set out below biographical and professional information about each of the nominees, along with a brief discussion of the experience, qualifications, and skills that the Board considered important in concluding that the individual should serve as a current director and as a nominee for re-election as a member of our Board.
Nominees Biographies
Nominees Biographies
Information about the Board of Directors and Committees
Information about the Board of Directors and Committees
Outstanding Equity Awards at Fiscal Year-End
Outstanding Equity Awards at Fiscal Year-End The following table sets forth information with respect to unexercised stock options, stock that has not vested, and equity incentive plan awards held by our named executive officers on December 31, 2024.
Outstanding Equity Awards at Fiscal Year-End
| | | Option Awards (3) | | | | Restricted Stock Awards(3) | | | Name | Grant Date | Number of Securities Underlying Unexercised Option - Exercisable | Number of Securities Underlying Unexercised Options - Unexercisable | Option Exercise Price | Option Expiration Date | Number of Shares that Have Not Vested | Market Value of Shares of Stock that Have not Vested (2) | | David Desharnais | 11/26/24 | | | | | 666,300(5)(6) | 1,039,428 | | Former President and Chief Executive Officer | 3/15/2023 | | | | | 33,333(1)(6) | 51,999 | | Eyal Hen | 11/26/24 | | | | | 224,000(5) | 349,440 | | Chief Financial Officer | 3/15/23 | | | | | 33,333(1) | 51,999 | | | 3/15/22 | | | | | 13,333(1) | 20,799 | | | 5/15/19 | 50,000 | —(1) | 0.78 | 5/15/2029 | — | — | | Robert Berman | 8/16/24 | | | | | 150,000(4) | 234,000 | | Interim President and Chief Executive Officer and Chairman | | | | | | | |
Outstanding Equity Awards at Fiscal Year-End
| (1) The options and awards vest in equal annual installments over three years. |
Outstanding Equity Awards at Fiscal Year-End
| (2) Represents the market value of the restricted stock award or restricted stock unit based on the closing price of our common stock of $1.56 per share on December 31, 2024. |
Outstanding Equity Awards at Fiscal Year-End
| (3) All of the options and restricted stock unit awards listed in the table were granted under our 2017 Equity Award Plan. |
Outstanding Equity Awards at Fiscal Year-End
| (4) The award vests in two equal annual installments on the grant date and one year from the grant date. |
Outstanding Equity Awards at Fiscal Year-End
| (5) The award vests in two equal annual installments on April 1, 2025, and November 18, 2025. |
Outstanding Equity Awards at Fiscal Year-End
| (6) As part of the resignation of Mr. Desharnais, the Company subsequently cancelled 666,300 of the unvested restricted stock units related to the November 26, 2024, equity award and 16,666 restricted stock units related to the March 15, 2023 equity award. |
PAY VERSUS PERFORMANCE
PAY VERSUS PERFORMANCE
Pay vs. Performance
Pay vs. Performance The following table sets forth compensation information for our chief executive officer, referred to below as our CEO, and our other named executive officers, or NEOs, for purposes of comparing their compensation to the value of our shareholders’ investments and our net income, calculated in accordance with SEC regulations, for fiscal years 2024, 2023 and 2022.
Pay vs. Performance
| Year | Summary Compensation Table Total for CEO(1) | Compensation Actually Paid to CEO(2) | Average Summary Compensation Table Total for Non-CEO NEOs(3) | Average Compensation Actually Paid to Non-CEO NEOs(4) | Value of Initial Fixed $100 Investment Based on: Total Shareholder Return(5) | Net Loss | | 2024 | $1,327,229 | $1,503,902 | $653,185 | $683,948 | $23.82 | $(49,458,000) | | 2023 | $405,829 | $405,829 | $644,432 | $1,257,108 | $50.84 | $(44,925,000) | | 2022 | $710,086 | $495,986 | $1,826,586 | $826,753 | $18.32 | $(83,115,000) |
Pay vs. Performance
| (1) The dollar amounts reported are the amounts of total compensation reported for our former President and CEO, David Desharnais for fiscal year 2024 and Robert Berman for fiscal years 2023 and 2022, in the Summary Compensation Table. Mr. Desharnais resigned from the Company effective as of March 12, 2025. |
Pay vs. Performance
| (2) The dollar amounts reported represent the amount of “compensation actually paid”, as computed in accordance with SEC rules. The dollar amounts reported are the amounts of total compensation reported for Mr. Berman during the applicable year, but also include (i) the year-end value of equity awards granted during the reported year, (ii) the change in the value of equity awards that were unvested at the end of the prior year, measured through the date the awards vested, or through the end of the reported fiscal year, and (iii) value of equity awards issued and vested during the reported fiscal year. See Table below for further information. |
Pay vs. Performance
| (3) The dollar amounts reported are the average of the total compensation reported for our NEOs, other than our CEO, namely Mr. Hen and Mr. Berman for fiscal year 2024 and Mr. Hen and Mr. Desharnais for fiscal years 2023 and 2022. |
Pay vs. Performance
| (4) The dollar amounts reported represent the average amount of “compensation actually paid”, as computed in accordance with SEC rules, for our NEOs, other than our CEO. The dollar amounts reported are the average of the total compensation reported for our NEOs, other than our CEO in the Summary Compensation Table for fiscal years 2024, 2023 and 2022, but also include (i) the year-end value of equity awards granted during the reported year, (ii) the change in the value of equity awards that were unvested at the end of the prior year, measured through the date the awards vested, or through the end of the reported fiscal year, and (iii) value of equity awards issued and vested during the reported fiscal year. |
Pay vs. Performance
| (5) Assumes an investment of $100 on December 31, 2021. The closing prices of Rekor’s common stock as reported on NASDAQ, as applicable, on the following trading days were: (i) $6.55 on December 31, 2021; (ii) $1.20 on December 30, 2022; (iii) $3.33 on December 29, 2023; and (iv) $1.56 on December 31, 2024. |
Pay vs. Performance
To calculate the amounts in the “Compensation Actually Paid to CEO” column in the table above, the following amounts were deducted from and added to (as applicable) our CEO’s “Total” compensation as reported in the Summary Compensation Table:
Pay vs. Performance
| Year | Summary Compensation Table Total for CEO | Reported Value of Equity Awards for CEO(1) | Fair Value as of Year End for Unvested Awards Granted During the Year | Fair Value Year over Year Increase or Decrease in Unvested Awards Granted in Prior Years | Fair Value of Awards Granted and Vested During the Year | Fair Value Increase or Decrease from Prior Year end for Awards that Vested during the Year | Compensation Actually Paid to CEO | | 2024 | $1,327,229 | $(596,339) | $1,039,428 | $(280,249) | — | $13,833 | $1,503,902 | | 2023 | $405,829 | — | — | — | — | — | $405,829 | | 2022 | $710,086 | — | — | — | — | $(214,100) | $495,986 |
Pay vs. Performance
| (1) Represents the grant date fair value of the equity awards to our CEO, as reported in the Summary Compensation Table |
Pay vs. Performance
To calculate the amounts in the “Compensation Actually Paid to Non-CEO NEOs” column in the table above, the following amounts were deducted from and added to (as applicable) the average “Total” compensation of our Non-CEO NEOs as reported in the Summary Compensation Table:
Pay vs. Performance
| Year | Summary Compensation Table Total for Non-CEO NEOs | Reported Value of Equity Awards for Non-CEO NEOs(1) | Fair Value as of Year End for Unvested Awards Granted During the Year | Fair Value Year over Year increase or Decrease in Unvested Awards Granted in Prior Years | Fair Value for Awards Granted and Vested During the Year | Fair Value Increase or Decrease from Prior Year end for Awards that Vested during the Year | Compensation Actually Paid to Non-CEO NEOs | | 2024 | $653,185 | $(296,740) | $291,720 | $(41,300) | $98,250 | $(21,167) | $683,948 | | 2023 | $644,432 | $(67,500) | $166,500 | $464,201 | — | $49,475 | $1,257,108 | | 2022 | $1,826,586 | $(1,130,775) | $249,000 | $(62,416) | — | $(55,642) | $826,753 |
Pay vs. Performance
| (1) Represents the grant date fair value of the equity awards to our Non-CEO NEOs, as reported in the Summary Compensation Table |
COMPENSATION OF REKOR DIRECTORS
| Name | Fees earned or paid in cash ($) | Stock Awards(1) ($) | Total ($) | | Paul de Bary | $230,250 | $118,657 | $348,907 | | Glenn Goord | 50,500 | 118,657 | 169,157 | | David Hanlon | 61,750 | 118,657 | 180,407 | | Drew Meyers | 51,500 | 275,657 | 327,157 | | Steven Croxton | 62,000 | 118,657 | 180,657 | | Tim Davenport | 47,500 | 118,657 | 166,157 | | Sanjay E. Sarma | 57,500 | 118,657 | 176,157 | | Anne Townsend(3) | 43,500 | 105,500 | 149,000 | | Viraj Mehta(2) | 16,500 | 220,820 | 237,320 | | | $621,000 | $1,313,916 | $1,934,916 |